Cielo Announces Private Placement of Units

Executive Summary

• Cielo Waste Solutions Corp. announced a non‑brokered private placement for up to C$2,000,000 by issuing 40,000,000 units at $0.05 per unit.
• Each unit consists of one common share and one whole‑share purchase warrant exercisable at $0.07 per share for two years.
• Net proceeds will fund development and early‑stage engineering of the proposed waste‑to‑hydrogen facility in British Columbia, regulatory/incentive applications, general working capital, and payment of approximately C$750,000 under an existing settlement agreement with Expander Energy Inc.

Key Details

• Units Offered: Up to 40 million units at $0.05 each (gross proceeds up to C$2 million).
• Unit Composition: 1 common share + 1 whole‑share purchase warrant.
• Warrant Terms: Right to purchase one additional common share at $0.07 per share, exercisable for two years from issuance.
• Use of Proceeds:
• Development & early‑stage engineering of the BC waste‑to‑hydrogen facility (Project Nexus).
• Regulatory and incentive application work.
• General working capital.
• Payment of ~C$750,000 under the Settlement Agreement with Expander Energy Inc. (referenced in April 30 2025 release).
• Closing Conditions: Subject to corporate and regulatory approvals, including TSX Venture Exchange approval.
• Hold Period: All securities subject to a four‑month plus one‑day hold period from issuance, per applicable securities legislation.
• Finder’s Fees: Company may pay cash or securities fees to arm’s‑length finders, pending exchange approval.
• CEO Comment: Ryan Jackson noted the financing continues the previously closed $3 million unit offering (≈$1 million raised) and will maintain momentum on Project Nexus.

Notable Quotes

“This financing represents, in effect, a continuation of the previously announced and closed $3 million unit offering, of which approximately $1 million was raised. In addition to the final payment of funds to Expander, these additional funds will allow Cielo to maintain momentum on Project Nexus in Northern British Columbia in continuing to advance regulatory and engineering milestones.” – Ryan Jackson, Chief Executive Officer

Materiality Assessment: Material – Positive (significant financing that advances a core project and addresses a settlement obligation).